UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM N-Q

 

QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED

MANAGEMENT INVESTMENT COMPANY

 

Investment Company Act file number: 811-04656

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Ellsworth Fund Ltd.

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(Exact name of registrant as specified in charter)

 

65 Madison Avenue, Morristown, New Jersey 07960-7308

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(Address of principal executive offices) (Zip code)

 

Thomas H. Dinsmore

Ellsworth Fund Ltd.

65 Madison Avenue

Morristown, New Jersey 07960-7308

(Name and address of agent for service)

 

Copy to:

Steven B. King, Esq.

Ballard Spahr LLP

1735 Market Street, 51st Floor

Philadelphia, PA 19103-7599

 

 

Registrant's telephone number, including area code: 973-631-1177

 

Date of fiscal year end: September 30, 2011

 

Date of reporting period: June 30, 2011

 

ITEM 1. SCHEDULE OF INVESTMENTS.





 

Ellsworth Fund Ltd. - Schedule of Investments (unaudited)  
June 30, 2011

 

 

 

 

      

 

 

Principal
Amount

 

Value

      

CONVERTIBLE BONDS AND NOTES - 64.1%

 

 

 

 

 

 

 

 

 

Aerospace and Defense - 1.4%

 

 

 

 

Alliant Techsystems, Inc., 2.75%, Due 9/15/11, (BB)

$1,000,000

$1,008,750

Kaman Corp., 3.25%, Due 11/15/17, (A)(1)

 

500,000

 

618,750

 

 

 

 

1,627,500

Automotive - 1.6%

 

 

 

 

A123 Systems, Inc., 3.75%, Due 4/15/16, (BB)

 

1,000,000

 

906,250

Titan International, Inc., 5.625%, Due 1/15/17, (B)

 

375,000

 

961,875

 

 

 

 

1,868,125

Computer Hardware - 3.6%

 

 

 

 

EMC Corp., 1.75%, Due 12/1/13, (A)

 

1,900,000

 

3,339,250

NetApp, Inc., 1.75%, Due 6/1/13, (AA)

 

500,000

 

854,375

 

 

 

 

4,193,625

Computer Software - 5.9%

 

 

 

 

Digital River, Inc., 2.00%, Due 11/1/30, (A)(1)

 

1,100,000

 

1,105,500

Microsoft Corp., Due 6/15/13, (AAA)(2)

 

500,000

 

513,750

Nuance Communications, Inc., 2.75%, Due 8/15/27, (BB)

 

2,000,000

 

2,630,000

RightNow Technologies, Inc., 2.50%, Due 11/15/30, (BBB)(1)

 

250,000

 

309,688

Rovi Corp., 2.625%, Due 2/15/40, (A)

 

1,000,000

 

1,360,000

THQ, Inc., 5.00%, Due 8/15/14, (BB)

 

500,000

 

459,375

WebMD Health Corp., 2.50%, Due 1/31/18, (A)(1)

 

500,000

 

485,625

 

 

 

 

6,863,938

Construction Material - 0.9%

 

 

 

 

CEMEX, S.A.B. de C.V., 4.875%, Due 3/15/15, (NR)

 

1,000,000

 

996,250

 

 

 

 

 

Consumer Goods - 0.5%

 

 

 

 

Iconix Brand Group, Inc., 2.50%, Due 6/1/16, (A)(1)

 

250,000

 

264,062

Regis Corp., 5.00%, Due 7/15/14, (BB)

 

250,000

 

304,375

 

 

 

 

568,437

Data Processing - 0.4%

 

 

 

 

CSG Systems International, Inc., 3.00%, Due 3/1/17, (A)

 

500,000

 

508,750





Ellsworth Fund Ltd. - Schedule of Investments (unaudited)   
June 30, 2011

 

 

 

 

 

 

 

 

Principal
Amount

 

Value

 

 

 

 

CONVERTIBLE BONDS AND NOTES - continued

 

 

 

 

 

 

 

Energy - 5.8%

 

 

 

Goodrich Petroleum Corp., 5.00%, Due 10/1/29, (CCC)

$1,000,000

 

$    981,250

JinkoSolar Holding Co. Ltd., 4.00%, Due 5/15/16, (NR)

1,000,000

 

921,250

Oil States International, Inc., 2.375%, Due 7/1/25, (BB)

400,000

 

1,006,500

Renesola Ltd., 4.125%, Due 3/15/18, (NR)(1)

500,000

 

342,500

SunPower Corp., 4.75%, Due 4/15/14, (NR)(1)

500,000

 

532,500

SunPower Corp., 4.50%, Due 3/15/15, (NR)(1)

1,250,000

 

1,390,625

Transocean, Inc., 1.50%, Due 12/15/37, (BBB)

500,000

 

492,500

Trina Solar Ltd., 4.00%, Due 7/15/13, (NR)

750,000

 

1,081,875

 

 

 

6,749,000

Financial Services - 5.9%

 

 

 

Annaly Capital Management, Inc., 4.00%, Due 2/15/15, (NR)

1,250,000

 

1,479,688

Ares Capital Corp., 5.75%, Due 2/1/16, (BBB)(1)

250,000

 

263,750

Euronet Worldwide, Inc., 3.50%, Due 10/15/25, (B)(3)

1,000,000

 

1,008,750

Knight Capital Group, Inc., 3.50%, Due 3/15/15, (NR)

750,000

 

699,844

National Financial Partners, 4.00%, Due 6/15/17, (NR)

750,000

 

846,562

Old Republic International Corp., 8.00%, Due 5/15/12, (BBB)

1,250,000

 

1,407,812

Tower Group, Inc., 5.00%, Due 9/15/14, (NR)(1)

1,000,000

 

1,102,500

 

 

 

6,808,906

 

 

 

 

Foods - 0.5%

 

 

 

Chiquita Brands International, 4.25%, Due 8/15/16, (B)

581,000

 

567,928

 

 

 

 

Healthcare - 6.2%

 

 

 

Chemed Corp., 1.875%, Due 5/15/14, (AA)

890,000

 

921,150

China Medical Technologies, Inc., 4.00%, Due 8/15/13, (NR)

1,100,000

 

803,000

Insulet Corp., 3.75%, Due 6/15/16, (A)

500,000

 

540,000

Integra Lifesciences Holdings Co., 2.375%, Due 6/1/12, (A)(1)

1,067,000

 

1,076,336

Integra Lifesciences Holdings Co., 1.625%, Due 12/15/16, (A)(1)

250,000

 

253,125

Kinetic Concepts, Inc., 3.25%, Due 4/15/15, (BB)

1,250,000

 

1,601,562

NuVasive, Inc., 2.75%, Due 7/1/17, (BBB)

250,000

 

252,850

Omnicare, Inc., 3.25%, Due 12/15/35, (B)(3)

254,000

 

244,158

Sonosite, Inc., 3.75%, Due 7/15/14, (A)

1,250,000

 

1,440,625

 

 

 

7,132,806





Ellsworth Fund Ltd. - Schedule of Investments (unaudited)   
June 30, 2011

 

 

 

 

 

 

 

 

Principal
Amount

 

Value

 

 

 

 

CONVERTIBLE BONDS AND NOTES - continued

 

 

 

 

 

 

 

Metals and Mining – 3.2%

 

 

 

Jaguar Mining, Inc., 4.50%, Due 11/1/14, (BB)

$   525,000

 

$   467,906

James River Coal Co, 3.125%, Due 3/15/18, (CCC)(1)

125,000

 

125,000

Kaiser Aluminum Corp., 4.50%, Due 4/1/15, (A)

1,000,000

 

1,296,300

Northgate Minerals Corp., 3.50%, Due 10/1/16, (A)

600,000

 

597,000

RTI International Metals, Inc., 3.00%, Due 12/1/15, (BBB)

475,000

 

612,750

United States Steel Corp., 4.00%, Due 5/15/14, (BB)

375,000

 

597,656

 

 

 

3,696,612

Pharmaceuticals – 8.8%

 

 

 

Akorn, Inc., 3.50%, Due 6/1/16, (AA)(1)

250,000

 

269,375

Amgen, Inc., 0.375%, Due 2/1/13, (A)

1,000,000

 

1,008,750

Amylin Pharmaceuticals, Inc., 3.00%, Due 6/15/14, (BB)

500,000

 

455,000

Cephalon, Inc., 2.50%, Due 5/1/14, (NR)

500,000

 

615,000

Cubist Pharmaceuticals, Inc., 2.25%, Due 6/15/13, (AA)

750,000

 

961,875

Endo Pharmaceuticals Holdings, 1.75%, Due 4/15/15, (BB)

750,000

 

1,095,938

Gilead Sciences, Inc., 1.00%, Due 5/1/14, (A)(1)

750,000

 

838,125

Gilead Sciences, Inc., 1.625%, Due 5/1/16, (A)(1)

750,000

 

872,812

Millipore Corp. (Merck KGA), 3.75%, Due 6/1/26, (BBB)(3,5)

750,000

 

907,350

Mylan, Inc., 1.25%, Due 3/15/12, (BB)

1,500,000

 

1,676,250

Onyx Pharmaceuticals, Inc., 4.00%, Due 8/15/16, (BBB)

750,000

 

900,000

Salix Pharmaceuticals, Inc., 2.75%, Due 5/15/15, (BBB)

500,000

 

577,500

 

 

 

10,177,975

Real Estate – 1.6%

 

 

 

Corporate Office Properties LP, 4.25%, Due 4/15/30, (NR)

500,000

 

494,375

Lexington Realty Trust, 6.00%, Due 1/15/30, (NR)

1,000,000

 

1,381,250

 

 

 

1,875,625

Semiconductors – 5.4%

 

 

 

Intel Corp., 2.95%, Due 12/15/35, (A)(3)

1,500,000

 

1,558,125

Intel Corp., 3.25%, Due 8/1/39, (A)

1,000,000

 

1,225,000

Mentor Graphics Corp., 4.00%, Due 4/1/31, (BBB)(1)

250,000

 

250,625

Micron Technology, Inc., 1.875%, Due 6/1/14, (B)

1,000,000

 

980,000

Novellus Systems, Inc., 2.625%, Due 5/15/41, (AA)

250,000

 

266,250

Photronics, Inc., 3.25%, Due 4/1/16, (A)(1)

250,000

 

279,062

Sandisk Corp., 1.50%, Due 8/15/17, (BB)

1,000,000

 

1,062,500

Xilinx, Inc., 2.625%, Due 6/15/17, (BBB)(1)

500,000

 

668,750

 

 

 

6,290,312





 

Ellsworth Fund Ltd. - Schedule of Investments (unaudited)   
June 30, 2011

 

 

 

 

 

 

 

 

 

 

 

Principal
Amount

 

Value

 

 

 

 

 

CONVERTIBLE BONDS AND NOTES - continued

 

 

 

 

 

 

 

 

 

Telecommunications - 8.3%

 

 

 

 

Alaska Communications Systems, 6.25%, Due 5/1/18, (BBB)

$   250,000

$   249,375

Anixter International, Inc., 1.00%, Due 2/15/13, (B)

 

1,000,000

 

1,191,250

Comtech Telecommunications Co., 3.00%, Due 5/1/29, (A)

 

500,000

 

527,500

Equinix, Inc., 3.00%, Due 10/15/14, (B)

 

1,500,000

 

1,681,875

Equinix, Inc., 4.75%, Due 6/15/16, (B)

 

500,000

 

708,750

Finisar Corp., 5.00%, Due 10/15/29, (NR)

 

75,000

 

138,562

General Cable Corp., 4.50%, Due 11/15/29, (B)

 

500,000

 

690,625

Interdigital, Inc., 2.50%, Due 3/15/16, (AA)(1)

 

625,000

 

657,031

NII Holdings, Inc., 3.125%, Due 6/15/12, (B)

 

1,000,000

 

1,006,250

SBA Communications Corp., 4.00%, Due 10/1/14, (BBB)

 

500,000

 

703,750

SBA Communications Corp., 1.875%, Due 5/1/13, (BBB)

 

1,000,000

 

1,103,750

TeleCommunication Systems, Inc., 4.50%, Due 11/1/14, (BBB)(1)

 

1,000,000

 

960,000

 

 

 

 

9,618,718

Transportation - 2.0%

 

 

 

 

Dryships, Inc., 5.00%, Due 12/1/14, (NR)

 

750,000

 

678,750

The Greenbrier Companies, Inc., 3.50%, Due 4/1/18, (CCC)(1)

 

375,000

 

341,250

Hawaiian Holdings, Inc., 5.00%, Due 3/15/16, (BB)

 

500,000

 

513,750

Ultrapetrol (Bahamas) Limited, 7.25%, Due 1/15/17, (NR)(1)

 

750,000

 

742,500

 

 

 

 

2,276,250

Travel & Leisure - 1.9%

 

 

 

 

Home Inns & Motels Management, 2.00%, Due 12/15/15, (NR)(1)

 

500,000

 

492,500

MGM Resorts International, 4.25%, Due 4/15/15, (CCC)

 

750,000

 

813,750

Morgans Hotel Group Co., 2.375%, Due 10/15/14, (NR)

 

1,000,000

 

871,250

 

 

 

 

2,177,500

 

 

 

 

 

TOTAL CONVERTIBLE BONDS AND NOTES

 

 

 

73,998,257

 

 

 

 

 

CORPORATE BONDS - 0.4%

 

 

 

 

 

 

 

 

 

Financial Services - 0.4%

 

 

 

 

Lehman Brothers Holdings, Inc., 1.00%, Due 3/23/09, (NR)(4)

 

1,500,000

 

247,500

Lehman Brothers Holdings, Inc., 6.00%, Due 10/12/10, (NR)(4)

 

50,000

 

206,000

 

 

 

 

453,500





Ellsworth Fund Ltd. - Schedule of Investments (unaudited)   
June 30, 2011

 

 

 

 

 

 

 

 

Shares

 

Value

 

 

 

 

CONVERTIBLE PREFERRED STOCKS - 13.0%

 

 

 

 

 

 

 

Banking/Savings and Loan - 5.7%

 

 

 

Bank of America Corporation, 7.25%, (BB)

1,600

 

$   1,601,920

Fifth Third Bancorp, 8.50%, (BB)

12,000

 

1,697,280

New York Community Capital Trust V, 6.00%, (BB)

24,000

 

1,158,000

Wells Fargo & Co., 7.50%, (A)

2,000

 

2,120,000

 

 

 

6,577,200

Energy - 2.1%

 

 

 

ATP Oil & Gas Corp., 8.00%, (NR)

10,000

 

910,000

Chesapeake Energy Corp., 5.00%, (B)

15,000

 

1,481,250

Whiting Petroleum Corp., 6.25%, (B)

131

 

35,080

 

 

 

2,426,330

Financial Services - 0.7%

 

 

 

Hartford Financial Services Group, Inc., 7.25%, (BB)

30,000

 

781,800

 

 

 

 

Foods - 0.7%

 

 

 

Bunge Ltd., 4.875%, (BB)

7,500

 

752,625

 

 

 

 

Real Estate - 0.5%

 

 

 

Health Care REIT, Inc., 6.50%, (BB)

10,000

 

530,000

 

 

 

 

Retail - 0.7%

 

 

 

Amerivon Holdings LLC, (NR)(1,5,6)

572,925

 

763,585

 

 

 

 

Telecommunications - 0.8%

 

 

 

Crown Castle International Corp., 6.25%, (B)

16,000

 

936,000

 

 

 

 

Tools - 1.1%

 

 

 

Stanley Black & Decker, Inc., 4.75%, (BBB)

10,000

 

1,216,700

 

 

 

 

Utilities - 0.9%

 

 

 

PPL Corp., 9.50%, (NR)

18,500

 

1,034,150

 

 

 

 

TOTAL CONVERTIBLE PREFERRED STOCKS

 

 

15,018,390





Ellsworth Fund Ltd. - Schedule of Investments (unaudited)   
June 30, 2011

 

 

 

 

 

 

 

 

Shares

 

Value

 

 

 

 

MANDATORY CONVERTIBLE SECURITIES - 13.1% (7)

 

 

 

 

 

 

 

Automotive - 1.3%

 

 

 

General Motors Co., 4.75%, Due 12/1/13, (NR)

30,000

 

$   1,462,200

 

 

 

 

Data Processing - 0.3%

 

 

 

Unisys Corp., 6.25%, Due 3/1/14, (B)

5,000

 

387,200

 

 

 

 

Energy - 3.9%

 

 

 

Apache Corp., 6.00%, Due 8/1/13, (A)

25,000

 

1,648,000

Great Plains Energy, Inc., 12.00%, Due 6/15/12, (BBB)(3)

25,000

 

1,631,000

UBS AG Exchangeable Note (SOLR), 6.75%, Due 9/15/13, (AA)

25,000

 

1,210,750

 

 

 

4,489,750

Financial Services - 2.3%

 

 

 

Citigroup, Inc., 7.50%, Due 12/15/12, (A)

14,000

 

1,682,100

MetLife, Inc., 5.00%, Due 10/8/14, (BBB)

12,500

 

1,030,375

 

 

 

2,712,475

Foods - 0.9%

 

 

 

2009 Dole Food ACES Trust, 7.00%, Due 11/1/12, (NR)

80,000

 

1,030,000

 

 

 

 

Home Building - 0.2%

 

 

 

Beazer Homes USA, Inc., 7.25%, Due 8/15/13, (CCC)

17,500

 

286,650

 

 

 

 

Metals and Mining - 2.5%

 

 

 

AngloGold Ashanti Ltd., 6.00%, Due 9/15/13, (NR)

5,900

 

294,351

UBS AG Exchangeable Note (SWC), 9.375%, Due 6/15/12, (AA)

12,000

 

325,200

Vale Capital II (Vale S.A.), 6.75%, Due 6/15/12, (NR)

25,700

 

2,296,728

 

 

 

2,916,279

Transportation - 0.7%

 

 

 

2010 Swift Mandatory Common Exchange Security Trust, 6.00%,

 

 

 

Due 12/31/13, (NR)(1)

60,000

 

786,600

 

 

 

 

Utilities - 0.9%

 

 

 

Nextera Energy, Inc., 7.00%, Due 9/1/13, (NR)

20,000

 

1,031,400

 

 

 

 

TOTAL MANDATORY CONVERTIBLE SECURITIES (7)

 

 

15,102,554





Ellsworth Fund Ltd. - Schedule of Investments (unaudited)   
June 30, 2011

 

 

 

 

 

 

 

 

Shares

 

Value

 

 

 

 

COMMON STOCKS - 6.7%

 

 

 

 

 

 

 

Energy - 0.7%

 

 

 

Conocophillips

11,282

 

$       848,294

 

 

 

 

Media and Entertainment - 0.5%

 

 

 

Walt Disney Co.

15,000

 

585,600

 

 

 

 

Pharmaceuticals - 1.7%

 

 

 

Abbott Labs

10,000

 

526,200

Bristol Myers Squibb Co.

20,000

 

579,200

Merck & Co., Inc.

23,651

 

834,644

 

 

 

1,940,044

Telecommunications - 3.8%

 

 

 

AT&T, Inc.

70,000

 

2,198,700

Verizon Communications, Inc.

60,000

 

2,233,800

 

 

 

4,432,500

 

 

 

 

TOTAL COMMON STOCKS

 

 

7,806,438

 

 

 

 

 

 

 

 

Convertible Bonds and Notes - 64.1%

 

 

$  73,998,257

Corporate Bonds - 0.4%

 

 

453,500

Convertible Preferred Stocks - 13.0%

 

 

15,018,390

Mandatory Convertible Securities - 13.1%

 

 

15,102,554

Common Stocks - 6.7%

 

 

7,806,438

Total Investments - 97.3%

 

 

112,379,139

 

 

 

 

Other Assets, Net of Liabilites - 2.7%

 

 

3,076,831

Total Net Assets - 100.0%

 

 

$115,455,970





Ellsworth Fund Ltd. - Schedule of Investments - continued

June 30, 2011


(1) Security not registered under the Securities Act of 1933, as amended (the "Securities Act") (i.e., the security was purchased in a Rule 144A or a Regulation D transaction).  The security may be resold only pursuant to an exemption from registration under the Securities Act, typically to qualified institutional buyers. The Fund generally has no rights to demand registration of such securities. The aggregate market value of these unregistered securities at June 30, 2011 was $15,792,178 which represented 13.7% of the Fund's net assets.


(2) Non-income producing security.


(3) Contingent payment debt instrument which accrues contingent interest.  


(4) Security is in default.


(5) Investment is valued at fair value as determined in good faith pursuant to procedures adopted by the Board of Trustees.  It is possible that the estimated value may differ from the amount that might ultimately be realized in the near term, and the difference could be material.  The fair value of these securities amounted to $1,668,208 at June 30, 2011, which represented 1.4% of the Fund's net assets.


(6) Restricted securities include securities that have not been registered under the Securities Act and securities that are subject to restrictions on resale. The Fund may invest in restricted securities that are consistent with the Fund’s investment objective and investment strategies. In some cases, the issuer of restricted securities has agreed to register such securities for resale at the issuer’s expense, either upon demand by the Fund or in connection with another registered offering of the securities. Investments in restricted securities are valued at fair value as determined in good faith in accordance with procedures adopted by the Board of Trustees. It is possible that the estimated value may differ significantly from the amount that might ultimately be realized in the near term, and the difference could be material. As of June 30, 2011, the Fund was invested in the following restricted security:


Amerivon Holdings LLC 4.00% preferred


(7) Mandatory Convertible Securities are required to be converted on the dates listed; they generally may be converted prior to these dates at the option of the holder.


PORTFOLIO RATINGS:


Where a security is rated by Standard & Poor’s, such rating appears in parentheses next to such security (but without any applicable + or - that might apply).


Where a security is rated by Standard & Poor’s and at least one other rating agency and the Fund believes the ratings to be functionally equivalent to one another, the Standard & Poor’s rating appears in parentheses next to such security (but without any applicable + or - that might apply).


Where a security is rated by Standard & Poor’s and at least one other rating agency and the Fund believes the ratings not to be functionally equivalent to one another, the Fund puts in parentheses next to such security the Standard & Poor’s rating which it believes approximates the average of all such ratings (but without any applicable + or - that might apply).


Where a security is not rated by Standard & Poor’s, the Fund puts in parentheses next to such security the Standard & Poor’s rating which it believes approximates the average of all such ratings (but without any applicable + or - that might apply).

NR is used whenever a rating is unavailable.



SUMMARY OF PORTFOLIO RATINGS*

AAA

1%

 

AA

5%

 

A

24%

 

BBB

14%

 

BB

19%

 

B

11%

 

CCC & below

2%

 

Not Rated

24%

 

 

 

 

* Excludes equity securities and cash.

See accompanying notes





Ellsworth Fund Ltd. - Selected Notes to Financial Statements - unaudited


Ellsworth Fund Ltd. (the “Fund”), is registered under the Investment Company Act of 1940, as amended, (the “Act”) as a diversified, closed-end management investment company.


Security Valuation - Investments in securities traded on a national securities exchange are valued at market using the last reported sales price, supplied by an independent pricing service, as of the close of regular trading. Listed securities, for which no sales were reported, are valued at the mean between closing reported bid and asked prices as of the close of regular trading. Unlisted securities traded in the over-the-counter market are valued using an evaluated quotation provided by the independent pricing service, or, if an evaluated quotation is unavailable, such securities are valued using prices received from dealers, provided that if the dealer supplies both bid and asked prices, the price to be used is the mean of the bid and asked prices. The independent pricing service derives an evaluated quotation by obtaining dealer quotations, analyzing the listed markets, reviewing trade execution data, evaluating the price of the underlying common stock and employing sensitivity analysis. Evaluated quotations may also reflect

appropriate factors such as individual characteristics of the issue, broker/dealer quotations, and additional inputs such as benchmark yields, reported trades, issuer spreads, two-sided markets, benchmark securities, bids, offers and reference data. Securities for which quotations are not readily available, restricted securities and other assets are valued at fair value as determined in good faith pursuant to procedures approved by the Board of Trustees. Short-term debt securities with original maturities of 60 days or less are valued at amortized cost.


The Fund has adopted authoritative fair valuation accounting standards which establish an authoritative definition of fair value and set out a hierarchy for measuring fair value.  These standards require additional disclosures about the various inputs and valuation techniques used to develop the measurements of fair value and a discussion in changes in valuation techniques and related inputs during the period.  These inputs are summarized in  the three broad levels listed below:


Level 1 - Quoted unadjusted prices for identical instruments in active markets.

 

Level 2 - Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-driven valuation in which all significant inputs and significant value drivers are observable in active markets.  Level 2 inputs are those in markets for which there are few transactions, the prices are not current, little public information exists or instances where prices vary substantially over time or among brokered market makers, and those received from an independent pricing service.


Level 3 - Model derived valuations in which one or more significant inputs or significant value drivers are unobservable.  Unobservable inputs are those inputs that reflect the Fund’s own assumptions that market participants would use to price an asset or liability based on the best available information.


The following is a summary of the inputs used to value the investments of the Fund as of June 30, 2011:


 

Level 1

 

Level 2

 

Level 3

 

 

 

 

 

 

 

 

 

Investments in Securities:

 

 

 

 

 

 

 

 

Convertible Bonds and Notes

$

---     

 

$

73,090,907

 

$

  907,350

Convertible Preferred Stocks

 

  ---     

 

 

14,257,532

 

 

  760,858

Mandatory Convertible Securities

 

  ---     

 

 

15,102,554

 

 

  ---     

Corporate Bonds and Notes

 

  ---     

 

 

453,500

 

 

  ---     

Common Stock

 

7,806,438

 

 

---     

 

 

  ---     

Total Investments

$

7,806,438

 

$

102,904,493

 

$

1,668,208





Ellsworth Fund Ltd. - Selected Notes to Financial Statements - continued


Security Valuation continued – The following is a reconciliation of assets for which level 3 inputs were used in determining value:


 

Convertible Bonds and Notes

Corporate Bonds and Notes

Convertible Preferred Stocks

Total

 

 

 

 

 

Beginning balance

$919,125

$  ---   

$756,793

$1,675,918

 

 

 

 

 

Change in unrealized

appreciation (depreciation)

(11,775)

---

---

(11,775)

 

 

 

 

 

Net transfers in/out of level 3

---

---

4,065

4,065

 

 

 

 

 

Ending balance

$907,350

$  ---   

$760,858

$1,668,208


The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example, the type of security, whether the security is new and not yet established in the marketplace, the liquidity of the markets, and other characteristics particular to the security.  To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment.  Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in level 3.


Securities Transactions and Related Investment Income - Security transactions are accounted for on the trade date (date the order to buy or sell is executed) with gain or loss on the sale of securities being determined based on identified cost.  Dividend income is recorded on the ex-dividend date and interest income is recorded on the  accrual basis, including accretion of discounts and amortization of non-equity premium.  For certain securities, known as “contingent payment debt instruments,” Federal tax  regulations require the Fund to record non-cash, “contingent” interest income in addition to interest income actually received.  Contingent interest income amounted to approximately two cents per share for the nine months ended June 30, 2011.  In addition, Federal tax regulations require the Fund to reclassify realized gains on contingent payment debt instruments to interest income.  At June 30, 2011, there were unrealized losses of approximately two cents per share on contingent payment debt instruments.


Federal Income Tax Cost- At June 30, 2011, the cost basis of investments for federal income tax purposes, as well as the gross unrealized appreciation from investments for those securities having an excess of value over cost, gross unrealized depreciation from investments for those securities having an excess of cost over value and the net unrealized appreciation from investments were$105,241,608, $12,723,995, $(5,586,462) and $7,137,531, respectively.




ITEM 2. CONTROLS AND PROCEDURES.


Conclusions of principal officers concerning controls and procedures.


(a) The Fund’s principal executive officer and principal financial officer have concluded that the Fund’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Act (17 CFR 270.30a-3(c)) are effective as of August 26, 2011 based on the evaluation of these controls and procedures required by Rule 30a-3(b) under the Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or 17 CFR 240.15d-15(b)).


(b) There have been no changes in the Fund’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Act (17 CFR 270.30a-3(d)) that occurred during the Fund’s last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Fund’s internal control over financial reporting.


ITEM 3. EXHIBITS.


Certifications of the principal executive officer and the principal financial officer of the Fund, as required by Rule 30a-2(a) under the Act (17 CFR 270.30a-2(a)), are filed herewith.



SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


Ellsworth Fund Ltd.


By:

 

/s/Thomas H. Dinsmore

 

 

Thomas H. Dinsmore

 

 

Chairman of the Board and

 

 

Chief Executive Officer

 

 

(Principal Executive Officer)

 

 

 

Date:

 

August 26, 2011


Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


By:

 

/s/Thomas H. Dinsmore

 

 

Thomas H. Dinsmore

 

 

Chairman of the Board and

 

 

Chief Executive Officer

 

 

(Principal Executive Officer)

 

 

 

Date:

 

August 26, 2011

 

 

 

By:

 

/s/Gary I. Levine

 

 

Gary I. Levine

 

 

Chief Financial Officer

 

 

(Principal Financial Officer)

 

 

 

Date:

 

August 26, 2011